EXHIBIT (a)(1)(xii)
EXAMPLE FORM OF WARRANT
(DO NOT EXECUTE)
SERIAL NO. W-B-___
THIS WARRANT, AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE,
AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A WRITTEN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.
CANYON RESOURCES CORPORATION
a Delaware corporation
STOCK PURCHASE WARRANT
___________ shares August 6, 2003
THIS CERTIFIES THAT, for value received, _____________ ("Holder") is
entitled to subscribe for and purchase up to _____________ validly issued, fully
paid and nonassessable shares ("Warrant Shares") of Common Stock of Canyon
Resources Corporation, a Delaware corporation (the "Company"), at the exercise
price to be determined in accordance with Section 2 below (the "Exercise
Price"), subject to the terms, conditions and adjustments hereinafter set forth.
1. Definitions. As used in this Warrant, in addition to other
capitalized terms defined elsewhere herein, the following terms have the
meanings indicated:
"Act" means the Securities Act of 1933, as amended, and the
Rules and Regulations promulgated thereunder.
"Business Day" means any day other than a Saturday, Sunday or
a day on which national banks are authorized by law to close in the
State of Colorado.
"Common Stock" means the authorized voting common stock of the
Company.
"Exercise Date" has the meaning specified in Section 3(c)
below.
"Exercise Form" means an Exercise Form in the form annexed
hereto as Exhibit A.
"Exercise Period" has the meaning specified in Section 2(a)
below.
"Expiration Date" means September 30, 2004.
"Issue Date" means the date this Warrant was issued to Holder,
which is set forth on the first page of this Warrant.
"Organic Change" has the meaning specified in Section 5(b)
below.
2. Exercise of Warrant.
a. Term of Warrant. Subject to the terms and conditions set forth
below, this Warrant may be exercised, in whole or in part, by Holder at any
time, or from time to time, during the term commencing on the Issue Date and
ending at 5:00 p.m., Denver, Colorado time on the Expiration Date (the "Exercise
Period"). This Warrant shall expire on the Expiration Date if and to the extent
not exercised by Holder during the Exercise Period.
b. Exercise Price. Except as set forth below in this Section 2(b) and
subject to potential adjustment from time to time pursuant to Section 5 hereof,
this Warrant shall be exercisable at an Exercise Price of $1.67 per share of
Common Stock. Notwithstanding any other provision hereof, the Company, in its
sole discretion, may reduce the Exercise Price at any time and for such periods
of time as the Company deems advisable.
3. Method of Exercise; Payment; Stock Certificates.
a. Method of Exercise; Payment of Exercise Price. The purchase rights
represented by this Warrant may be exercised by Holder, in whole or in part, at
any time, or from time to time, during the Exercise Period by the surrender of
this Warrant (with a duly executed Exercise Form specifying the number of
Warrant Shares to be purchased) at the principal office of the Company, and by
the payment to the Company in cash, by certified, cashier's or other check
acceptable to the Company, of an amount equal to the aggregate Exercise Price
for those Warrant Shares specified in the Exercise Form.
b. Stock Certificates. In the event of the exercise of the rights
represented by this Warrant as provided above, the Company shall promptly issue
and deliver to Holder a certificate representing the shares of Common Stock so
purchased by Holder.
c. When Exercise Effective. The exercise of this Warrant shall be
deemed effective on the Business Day on which this Warrant is surrendered to the
Company as provided in this Section 3 (the "Exercise Date"). If this Warrant is
exercised in part, the Company at its expense will execute and deliver to Holder
a new Warrant of like tenor exercisable for the number of Warrant Shares for
which this Warrant may still thereafter be exercised.
4. Stock Fully Paid; Reservation of Shares. All shares of Common Stock
issuable upon the exercise of the rights represented by this Warrant will, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of all taxes, liens and charges with respect to the issue thereof. During
the Exercise Period, the Company shall at all times have authorized and reserved
(or promptly hereafter shall take such actions as may be necessary or
appropriate to increase its authorized capital so as to be able to authorize and
reserve) a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.
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5. Certain Adjustments.
a. Capital Adjustments. The number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price then in effect
pursuant to Section 2(b) shall be subject to adjustment as follows:
(i) Stock Splits, Etc. If at any time after the Issue Date the
number of shares of Common Stock outstanding shall be increased by a
subdivision or split-up of shares of Common Stock, or by a stock
dividend or recapitalization, then immediately after the effective
date of such increase, as the case may be, the number of Warrant
Shares to be delivered upon exercise of this Warrant will be
increased so that Holder will be entitled to receive the number of
shares of Common Stock that such Holder would have owned immediately
following such action had this Warrant been exercised immediately
prior thereto, and the Exercise Price will be adjusted as provided
below in paragraph (iii).
(ii) Combination of Stock. If at any time after the Issue Date the
number of shares of Common Stock outstanding shall be decreased by a
combination of shares of Common Stock, then, immediately after the
effective date of such combination, the number of Warrant Shares to
be delivered upon exercise of this Warrant will be decreased so that
Holder thereafter will be entitled to receive the number of shares
of Common Stock that such Holder would have owned immediately
following such action had this Warrant been exercised immediately
prior thereto, and the Exercise Price will be adjusted as provided
below in paragraph (iii).
(iii) Exercise Price Adjustment. Whenever the number of Warrant
Shares purchasable upon the exercise of this Warrant is adjusted as
provided pursuant to this Section 5(a), the Exercise Price payable
upon the exercise of this Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant
Shares purchasable upon the exercise of the Warrant immediately
prior to such adjustment, and of which the denominator shall be the
number of Warrant Shares purchasable immediately thereafter.
b. Reorganization, Reclassification, Consolidation, Merger or Sale.
Any reorganization, recapitalization, reclassification, consolidation,
merger, sale of all or substantially all of the Company's assets or other
transaction, in each case which is effected in such a manner that the
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) cash, securities and/or other property with
respect to or in exchange for Common Stock, is referred to herein as an
"Organic Change". Prior to the consummation of any Organic Change, the
Company shall make appropriate provision to ensure that Holder shall
thereafter have the right to acquire and receive, in lieu of or in
addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon exercise of the rights
represented by this Warrant, such cash, securities and/or other property
as such Holder would have received in connection with such Organic Change
if such Holder had exercised this Warrant immediately prior to such
Organic Change. The Company shall not effect any Organic Change, unless
prior to the consummation thereof, the successor entity (if other than the
Company) resulting from the Organic Change
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assumes, by written instrument, the obligation to deliver to Holder such
cash, securities and/or other property as, in accordance with the
foregoing provisions, Holder may be entitled to acquire.
c. Similar Actions. In the case the Company, at any time or from
time to time, shall take any action affecting its Common Stock similar to
or having an effect similar to any of the actions described in Section
5(a) or (b) (but not including any action described in any such
subsections) and the Board of Directors in good faith determines that it
would be equitable in the circumstances to adjust the number of Warrant
Shares and/or the Exercise Price as a result of such action, then, and in
each such case, the number of Warrant Shares and/or the Exercise Price
shall be adjusted in such manner and at such time as the Board of
Directors of the Company in good faith determines would be equitable in
the circumstances (such determination to be evidenced in a resolution, a
certified copy of which shall be mailed to the Holder).
6. Notices of Adjustment. Whenever the Exercise Price and/or the number of
Warrant Shares purchasable hereunder shall be adjusted pursuant to Section 5
hereof, the Company shall give written notice to Holder, setting forth in
reasonable detail the calculation of such adjustment. The Corporation shall also
give written notice to Holder at least 20 days prior to the date on which any
Organic Change shall take place.
7. Replacement of Warrant. On receipt by the Company of an affidavit of an
authorized representative of Xxxxxx stating the circumstances of the loss,
theft, destruction or mutilation of this Warrant (and in the case of any such
mutilation, on surrender and cancellation of this Warrant), the Company, at its
expense, shall promptly execute and deliver, in lieu thereof, a new Warrant of
like tenor.
8. Restrictive Legends.
a. Each Warrant issued in substitution for this Warrant shall be
stamped or otherwise imprinted with a legend in substantially the
following form:
THIS WARRANT, AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY
INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
b. Each certificate for Warrant Shares issued upon the exercise of
this Warrant shall be stamped or otherwise imprinted with legends in
substantially the following form:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A
WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
9. No Rights as Stockholder. This Warrant shall not entitle its Holder
to any of the rights of a stockholder of the Company.
10. Notices. All notices and communications under this Warrant shall be
in writing and shall be either delivered in person accompanied by a signed
receipt therefore or mailed first-class United States certified mail, return
receipt requested, postage prepaid, and addressed as follows:
(i) if to the Company, to:
Canyon Resources Corporation
00000 Xxxxxx Xxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
(ii) if to Holder, to the address of Holder as it appears in
the books of the Company.
Any notice or communication shall be deemed given when received.
11. Governing Law. This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.
CANYON RESOURCES CORPORATION
By:
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Xxxxxxx X. Xx Xxxx, President
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- Exhibit A -
EXERCISE FORM
(To be executed upon exercise of the Warrant)
Reference is made to the attached Stock Purchase Warrant. The
undersigned hereby irrevocably elects to exercise the right, represented by the
attached Warrant, to purchase __________ Warrant Shares and herewith tenders
payment for such Warrant Shares to the order of Canyon Resources Corporation in
the amount of $__________ in accordance with the terms of the Warrant. The
undersigned requests that a certificate for such Warrant Shares be registered in
the name of the undersigned and that such certificate be delivered to the
undersigned's address below.
If such number of Warrant Shares purchased shall not be all of the
Warrant Shares evidenced by the Warrant, the undersigned requests that a new
Warrant of like tenor for the balance remaining of such Warrant Shares be
registered in the name of the undersigned and that such Warrant be delivered to
the undersigned's address below.
Dated:
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Signature
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(Print Name and Title, if applicable)
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(Street Address)
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(City) (State) (Zip Code)
Signed in the presence of:
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